-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UKTZCYfVv2qrIatC/5g/oiEzYkPwhgegqNUYH1ldvCLaVYjfLRIfHNjSkJu8QLwQ 5+83+h2K3kBoOmW+D7kXjg== 0001145549-06-001753.txt : 20061222 0001145549-06-001753.hdr.sgml : 20061222 20061222062520 ACCESSION NUMBER: 0001145549-06-001753 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20061222 DATE AS OF CHANGE: 20061222 EFFECTIVENESS DATE: 20061222 FILER: COMPANY DATA: COMPANY CONFORMED NAME: 51JOB, INC. CENTRAL INDEX KEY: 0001295484 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EMPLOYMENT AGENCIES [7361] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-139596 FILM NUMBER: 061294830 BUSINESS ADDRESS: STREET 1: BUILDING 3 STREET 2: NO. 1387 ZHANG DONG ROAD CITY: SHANGHAI STATE: F4 ZIP: 201203 BUSINESS PHONE: 8621-6160-1888 MAIL ADDRESS: STREET 1: BUILDING 3 STREET 2: NO. 1387 ZHANG DONG ROAD CITY: SHANGHAI STATE: F4 ZIP: 201203 FORMER COMPANY: FORMER CONFORMED NAME: 51job, Inc. DATE OF NAME CHANGE: 20040625 S-8 1 h00908sv8.htm 51JOB, INC. 51JOB, INC.
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As filed with the Securities and Exchange Commission on December 22, 2006
     Registration No. 333-[          ]
 
 
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
 
51job, Inc.
(Exact Name of Registrant as Specified in its Charter)
 
     
Cayman Islands
(State or Other Jurisdiction of
Incorporation or Organization) 		  Not Applicable
(I.R.S. Employer
Identification No.)
Building 3
No. 1387, Zhang Dong Road
Shanghai 201203
People’s Republic of China
Telephone: +(86-21) 6160-1888
(Address and Telephone Number, Including Areas Code, of Registrant’s Principal Executive Offices)
 
51job, Inc.
2000 Stock Plan
(Full Title of the Plan)
 
National Registered Agents, Inc.
875 Avenue of the Americas, Suite 501
New York, New York 10001
(800) 767-1553
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)
Copy to:
Leiming Chen
Simpson Thacher & Bartlett LLP
ICBC Tower, 7/F
3 Garden Road
Central, Hong Kong
+(852) 2514-7600
 
CALCULATION OF REGISTRATION FEE
                             
 
              Proposed maximum     Proposed maximum        
        Amount to be     offering price     aggregate offering     Amount of  
  Title of securities to be registered(1)     registered     per share     price     registration fee  
 
Common shares, par value US$0.0001 per share
     2,000,000 shares     $8.28(2)     $16,560,000(2)     $1,771.92(2)  
 
(1)   The common shares being registered hereby may be represented by the Registrant’s American Depositary Shares, each of which represents two common shares. The American Depositary Shares evidenced by American Depositary Receipts issuable upon deposit of any of the common shares registered hereby have been registered pursuant to a separate registration statement on Form F-6 filed with the Commission on July 9, 2004 (File No. 333-117254).
(2)   Pursuant to Rule 457(h), the maximum offering price, per share and in the aggregate, and the registration fee, for common shares subject to stock options available for future awards under the 51job, Inc. 2000 Stock Plan were calculated based upon the average of the high price of $16.84 and low price of $16.28 of the Registrant’s American Depositary Shares on December 20, 2006, as reported on the Nasdaq Global Select Market.
 
 

 

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EXPLANATORY NOTE
SIGNATURES
POWER OF ATTORNEY
SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
EX-5.1 OPINION OF MAPLES AND CALDER
EX-23.2 CONSENT OF PWC ZHONG TIAN CPAS LTD. CO.

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EXPLANATORY NOTE
     The purpose of this Registration Statement on Form S-8 is to register an additional 2,000,000 common shares, par value US$0.0001 per share, for issuance pursuant to the 51job, Inc. 2000 Stock Plan. In accordance with General Instruction E to Form S-8, the contents of the Registrant’s registration statement on Form S-8 (Registration No. 333-124838) previously filed by the Registrant with the Securities and Exchange Commission on May 12, 2005 are incorporated herein by reference.
Item 8. Exhibits
     In accordance with General Instruction E to Form S-8, only those opinions and consents required by Item 8 are provided, as follows.
     
Exhibit No.   Description
 
    
5.1
  Opinion of Maples and Calder
 
    
23.1
  Consent of Maples and Calder (included in Exhibit 5.1)
 
    
23.2
  Consent of PricewaterhouseCoopers Zhong Tian CPAs Ltd. Co.
 
    
24.1
  Power of Attorney (included on signature page hereto)

1

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SIGNATURES
     Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Shanghai, the People’s Republic of China on December 22, 2006.
         
  51JOB, INC.
 		  
  By:   /s/ Rick Yan    
  Name:   Rick Yan     
  Title:   President and Chief Executive Officer     
 
POWER OF ATTORNEY
     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Rick Yan as his true and lawful attorneys-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments, exhibits thereto and other documents in connection therewith) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
     Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities indicated on December 22, 2006.
     
Signature
 
   Title
 
/s/ Donald L. Lucas
 
Donald L. Lucas		   Director, Chairman of the Board of Directors
/s/ Rick Yan
 
Rick Yan		   Director, President and Chief Executive Officer (Principal executive officer)
/s/ David K. Chao
 
David K. Chao		   Director
/s/ Hiroyuki Honda
 
Hiroyuki Honda		   Director
/s/ Shan Li
 
Shan Li		   Director
/s/ Kathleen Chien
 
Kathleen Chien		   Chief Financial Officer (Principal financial and accounting officer)

2

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SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
     Pursuant to the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of 51job, Inc., has signed this Registration Statement on December 22, 2006.
         
  PUGLISI & ASSOCIATES
 		  
  By:   /s/ Donald J. Puglisi    
  Name:   Donald J. Puglisi   
  Title:   Managing Director   

3

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Exhibit Index
 
    
5.1
  Opinion of Maples and Calder
 
    
23.1
  Consent of Maples and Calder (included in Exhibit 5.1)
 
    
23.2
  Consent of PricewaterhouseCoopers Zhong Tian CPAs Ltd. Co.
 
    
24.1
  Power of Attorney (included on signature page hereto)

4

EX-5.1 2 h00908exv5w1.txt EX-5.1 OPINION OF MAPLES AND CALDER Exhibit 5.1 Our ref AAW/303788/517197/v1A Your ref 51job, Inc. Building 3 No. 1387, Zhang Dong Road Shanghai 201203 People's Republic of China 22 December 2006 Dear Sir 51JOB, INC. We have examined the Registration Statement on Form S-8 to be filed by 51job, Inc., a Cayman Islands exempted company incorporated with limited liability (the "COMPANY"), with the Securities and Exchange Commission (the "REGISTRATION STATEMENT"), relating to the registration under the Securities Act of 1933, as amended, of an amount of ordinary shares of the Company (the "SHARES") for issuance pursuant to the 51job, Inc. 2000 Stock Plan (the "PLAN"). As Cayman Islands counsel to the Company, we have examined the corporate authorisations of the Company in connection with the Plan and the issue of the Shares by the Company and have assumed that the Shares will be issued in accordance with the Plan and the resolutions authorising their issue. It is our opinion that the Shares to be issued by the Company have been duly and validly authorised, and when issued, sold and paid for in the manner described in the Plan and in accordance with the resolutions adopted by the Board of Directors of the Company (or any committee to whom the Board of Directors have delegated their powers with respect to administration of the Plan) and when appropriate entries have been made in the Register of Members of the Company, will be legally issued, fully paid and non-assessable. We consent to the use of this opinion as an exhibit to the Registration Statement and further consent to all references to us in the Registration Statement and any amendments thereto. Yours faithfully /s/ Maples and Calder MAPLES and CALDER EX-23.2 3 h00908exv23w2.txt EX-23.2 CONSENT OF PWC ZHONG TIAN CPAS LTD. CO. Exhibit 23.2 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated June 26, 2006 relating to the financial statements of 51job, Inc., which appears in 51job, Inc.'s Annual Report on Form 20-F for the year ended December 31, 2005. /s/ PricewaterhouseCoopers Zhong Tian CPAs Ltd. Co. PricewaterhouseCoopers Zhong Tian CPAs Ltd. Co. Shanghai, People's Republic of China December 22, 2006 -----END PRIVACY-ENHANCED MESSAGE-----